| Fri 13 Mar 2009, 12:43 | | IMU - Imuniti Holdings Limited - General issue of shares for cash |
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IMU
IMU
IMU - Imuniti Holdings Limited - General issue of shares for cash
IMUNITI HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2004/002282/06)
(JSE Code: IMU & ISIN: ZAE000089199)
("Imuniti" or "the Company")
GENERAL ISSUE OF SHARES FOR CASH
1. Introduction
Imuniti shareholders are advised that the Company has entered into agreement
with a qualifying Black Economic Empowerment Company("BEE investor") to raise R6
000 000 in capital by the issue of 171 428 571 ordinary shares at 3,5 cents per
share. , The BEE investor will add significant value to Imuniti from a
business perspective in that it is a long established, reputable manufacturer of
personal and home care branded products with a factory that is ISO 9000:2000
rated. Its customers include multi-nationals. In addition, one of its
subsidiaries manufacturers packaging such as that used by Imuniti`s Impilo
operations.
In addition to providing Imuniti with expert advice in manufacturing processes
and procedures, the BEE investor is building a pharmaceutical manufacturing
facility to Pharmaceutical Inspection Convention (PIC) standards, and Good
Manufacturing Practice(GMP)standards. They will also be implementing GMP quality
assurances practices i.e. Good Manufacturing Practice, Qualification and
Validation. This synergy is exciting in that Impilo will enter into a
subcontract agreement with them to manufacture Impilo`s pharmaceutical products
which will consequently enable Impilo to increase its sales volumes of these
products.
The investor will have Board representation in the form of one non-executive
director.
2. Issue for cash
At the annual general meeting of the Company held on 28 August 2008, the
requisite majority of shareholders approved an ordinary resolution authorising
the directors to issue shares for cash in accordance with the Listings
Requirements of the JSE Limited ("the Listings Requirements").
As the issue of new shares represents a 19,5% increase in the issued ordinary
share capital of the Company, the following disclosure is required in terms of
section 11.22 of the Listings Requirements:
* 171 428 571 ordinary shares in the Company will be issued at a price of 3,5
cents per ordinary share;
* The issue price of 3,5 cents per share represents the volume weighted
average price at which Imuniti shares traded during the 30 day period up to
and including 26 February 2009, being the date on which the issue price was
agreed upon by the directors; and
* The shares will be issued to public shareholders as defined by the Listings
Requirements.
3. Financial effects
The table below sets out the unaudited pro forma financial effects of the issue
for cash on the earnings, headline earnings, net asset value and tangible net
asset value of each Imuniti share:
Before After Change
(cents) (cents) (%)
Earnings per share (0.33) (0.21) 36.36
(cents)
Headline earnings per (0.33) (0.22) 33.33
share (cents)
Net asset value per 9.27 8.29 (10.57)
share (cents)
Tangible net asset 1.73 1.99 15.03
value per share (cents)
Notes:
1. The "before" column has been extracted from the interim results of Imuniti
for the six months ended 31 August 2008.
2. The figures in the "after" column assume that the 171 428 571 shares were
issued and the cash was received on 1 March 2008.
3. The "after" column net asset value and net tangible asset value per share
have been adjusted to include the estimated transaction costs which have
been written off against share premium.
4. The "after" column earnings per share and fully diluted earnings per share
have been adjusted for interest saving of R840 000. Taxation has been
calculated at 28%.
The pro forma financial effects above are the responsibility of the Company`s
directors and have been prepared for the purposes of illustrating how the
general issue of shares for cash would have affected the relevant financial
results and position of Imuniti for the historical financial period indicated on
a pro forma basis. Accordingly, such effects May not fairly present the
company`s financial position, changes in equity, results of operations or
cashflows.
4. Conditions Precedent
The general issue of shares for cash is conditional upon:-
- Settlement of the full R6 000 000 by not later than 31 July 2009.
- The relevant regulatory approvals.
5. Related Party
The above general issue of shares for cash has been facilitated by Arcay Private
Financial Services (Pty) Limited ("Arcay PFS") in terms of an agreement between
Arcay PFS and Imuniti. Michael Gahagan is the chief executive office of Arcay
PFS and is the chairman of Imuniti. Accordingly, he is a related party as
defined in Section 10.1(b)(ii) of the Listing Requirements.
6. Withdrawal of Cautionary
Shareholders are referred to the cautionary announcement issued by the Company
on 5 March 2009 and are advised that they no longer need to exercise caution in
dealing with the shares of Imuniti.
13 March 2009
Designated Advisor:
Grindrod Bank Ltd
Date: 13/03/2009 12:43:01 Produced by the JSE SENS Department.
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